UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)        OF THE SECURITIES EXCHANGE ACT
          OF 1934
|--- | --------------------------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2005

OR

|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)        OF THE SECURITIES EXCHANGE ACT OF 1934
|----- | ------------------------------------------------------------------------------------------------

Commission File No: 000-49781

First Security Bancorp, Inc.

(Name of small business issuer in its charter)

|                                                       |                                    
|------------------------------------------------------ | -----------------------------------
|Kentucky                                               | 61-1364206                         
|(State of juriscition ofincorporation or organization) | (I.R.S. EmployerIdentification No.)

318 East Main Street, Lexington, Kentucky 40507(Address of principal executive offices)
(859) 367-3700(Issuers telephone number)

Check whether the issuer: (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 1,560,290 shares of common stock as of May 10, 2005.

Transitional Small Business
Disclosure format (check one): Yes [ ] No[X]

---

FIRST SECURITY BANCORP,
INC.

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements
Item 2.  Managements Discussion and Analysis or Plan of Operation
Item 3.  Controls and Procedures

PART II  OTHER INFORMATION
Item 6.  Exhibits

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PART I  FINANCIAL
INFORMATION Item 1.  Financial Statements

FIRST SECURITY BANCORP,
INC.CONSOLIDATED CONDENSED BALANCE SHEETS(Amounts in thousands, except
for per share data)

---

|                                                      |                          |  |                 
|----------------------------------------------------- | ------------------------ |  | ----------------
|                                                      | (Unaudited)March 31,2005 |  | December 31,2004
|                                                      |                          |  |                 
|ASSETS                                                |                          |  |                 
|Cash and due from banks                               |                          |  | $               
|Federal funds sold                                    |                          |  |                 
|                                                      |                          |  |                 
|Total cash and cash equivalent                        |                          |  |                 
|Securities available-for-sale                         |                          |  |                 
|Loans held for sale                                   |                          |  |                 
|Loans, net of allowance of $1,653, $1,720 and $2,384  |                          |  |                 
|Federal Home Loan Bank stock                          |                          |  |                 
|Foreclosed assets                                     |                          |  |                 
|Premises and equipment, net                           |                          |  |                 
|Goodwill                                              |                          |  |                 
|Other intangible assets                               |                          |  |                 
|Accrued interest receivable and other assets          |                          |  |                 
|                                                      |                          |  |                 
|                                                      |                          |  | $               
|                                                      |                          |  |                 
|LIABILITIES AND SHAREHOLDERS' EQUITY                  |                          | 
|Liabilities                                           |                          | 
|Deposits                                              |                          | 
|Noninterest bearing                                   |                          |  | $               
|Interest bearing                                      |                          |  |                 
|                                                      |                          |  |                 
|Total deposits                                        |                          |  |                 
|Federal funds purchased and repurchase agreements     |                          |  |                 
|Note Payable                                          |                          |  |                 
|Federal Home Loan Bank advances                       |                          |  |                 
|Accrued interest payable and other liabilities        |                          |  |                 
|                                                      |                          |  |                 
|Total liabilities                                     |                          |  |                 
|Commitments and contingent liabilities                |                          | 
|Shareholders' equity                                  |                          | 
|Common stock, no par value:  5,000,000 shares         |                          | 
|authorized; March 31, 2005 - 1,560,290 shares issued, |                          | 
|December 31, 2004 and March 31, 2004 - 1,558,690      |                          | 
|shares issued                                         |                          |  |                 
|Additional paid-in capital                            |                          |  |                 
|Retained earnings                                     |                          |  |                 
|Accumulated other comprehensive income (loss)         |                          |  |                 
|                                                      |                          |  |                 
|Total shareholders' equity                            |                          |  |                 
|                                                      |                          |  |                 
|                                                      |                          |  | $               
|                                                      |                          |  |                 

See Notes to
Consolidated Condensed Financial Statements Page 1 of 23

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FIRST SECURITY BANCORP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
For the Three Month Periods Ended March 31
(Amounts in thousands, except for per share data)

---

|                                                    |                             | 
|--------------------------------------------------- | --------------------------- | 
|                                                    | Three Months EndedMarch 31,
|                                                    | 2005                        | 
|                                                    |                             | 
|Interest Income                                     |                             | 
|Loans, including fees                               |                             | 
|Taxable securities                                  |                             | 
|Tax exempt securities                               |                             | 
|Federal funds sold and other                        |                             | 
|                                                    |                             | 
|                                                    |                             | 
|                                                    |                             | 
|Interest expense                                    |                             | 
|Deposits                                            |                             | 
|Federal funds purchased and repurchase agreements   |                             | 
|Federal Home Loan Bank advances                     |                             | 
|Note payable and other debt                         |                             | 
|                                                    |                             | 
|                                                    |                             | 
|                                                    |                             | 
|Net interest income                                 |                             | 
|Provision for loan losses                           |                             | 
|                                                    |                             | 
|Net interest income after provision for loan losses |                             | 
|Noninterest income                                  |                             | 
|Service charges on deposit accounts                 |                             | 
|Net gains on sales of loans                         |                             | 
|Net gains on sales of securities                    |                             | 
|Other                                               |                             | 
|                                                    |                             | 
|                                                    |                             | 
|                                                    |                             | 
|Noninterest expense                                 |                             | 
|Salaries and employee benefits                      |                             | 
|Occupancy and equipment                             |                             | 
|Data processing                                     |                             | 
|Legal and professional fees                         |                             | 
|Advertising                                         |                             | 
|Bankshares tax                                      |                             | 
|Other                                               |                             | 
|                                                    |                             | 
|                                                    |                             | 
|                                                    |                             | 
|Income before income taxes                          |                             | 
|Income tax expense                                  |                             | 
|                                                    |                             | 
|Net income                                          |                             | 
|                                                    |                             | 
|Weighted average common shares outstanding          |                             | 
|(shares in thousands):                              |                             | 
|Basic                                               |                             | 
|Diluted                                             |                             | 
|Earnings per share                                  |                             | 
|Basic                                               |                             | 
|Diluted                                             |                             | 

See Notes to
Consolidated Condensed Financial Statements Page 2 of 23

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FIRST SECURITY BANCORP,
INC.CONSOLIDATED CONDENSED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (Unaudited)
(Share and dollar amounts in thousands)

---

|                                    |              |         |          |               |                  |       
|----------------------------------- | ------------ | ------- | -------- | ------------- | ---------------- | ------
|                                    |              |         |          |               | AccumulatedOther | Total 
|                                    | Common Stock | Paid-In | Retained | Comprehensive | Shareholders'   
|                                    | Shares       | Amount  | Capital  | Earnings      | Income           | Equity
|                                    |              |         |          |               |                  |       
|Balance, January 1, 2005            |              |         |          | 1,559         |                  | $     
|Stock options exercised             |              |         |          | 1             |                  |       
|Comprehensive Income:               |              |        
|Net income                          |              |         |          | -             |                  |       
|Change in unrealized gain (loss) on |              |        
|securities available for sale,      |              |        
|net of reclassification             |              |        
|and tax effects                     |              |         |          | -             |                  |       
|                                    |              |         |          |               |                  |       
|Total comprehensive income          |              |         |          |               |                  |       
|                                    |              |         |          |               |                  |       
|Balance, March 31, 2005             |              |         |          | 1,560         |                  | $     
|                                    |              |         |          |               |                  |       

See Notes to
Consolidated Condensed Financial Statements Page 3 of 23

---

FIRST SECURITY BANCORP,
INC.CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Month
Periods Ended March 31,(Dollar amounts in thousands, except for per share data)

---

|                                                              |      |     
|------------------------------------------------------------- | ---- | ----
|                                                              | 2005 | 2004
|Cash flows from operating activities                          |      |     
|Net income                                                    |      |     
|Adjustments to reconcile net income to net                    |      |     
|cash from operating activities:                               |      |     
|Provision for loan losses                                     |      |     
|Depreciation and amortization                                 |      |     
|Net amortization of securities                                |      |     
|Net realized gain on sale of securities                       |      |     
|Federal Home Loan Bank stock dividends                        |      |     
|Originations of loans held for sale                           |      |     
|Proceeds from sale of loans                                   |      |     
|Net change in:                                                |      |     
|Accrued interest receivable                                   |      |     
|Other assets                                                  |      |     
|Accrued interest payable                                      |      |     
|Other liabilities                                             |      |     
|                                                              |      |     
|Net cash from operating activities                            |      |     
|                                                              |      |     
|Cash flows from investing activities                          |      |     
|Activity in available-for-sale securities:                    |      |     
|Maturities and principal repayments                           |      |     
|Sales                                                         |      |     
|Purchases                                                     |      |     
|Net change in loans                                           |      |     
|Purchases of premises and equipment, net                      |      |     
|                                                              |      |     
|Net cash from investing activities                            |      |     
|                                                              |      |     
|Cash flows from financing activities                          |      |     
|Net change in deposits                                        |      |     
|Net change in repurchase agreements and short-term borrowings |      |     
|Repayments of Federal Home Loan Bank advances                 |      |     
|Proceeds from issuance of common stock                        |      |     
|                                                              |      |     
|Net cash from financing activities                            |      |     
|                                                              |      |     
|Net change in cash and cash equivalents                       |      |     
|                                                              |      |     
|Cash and cash equivalents at beginning of period              |      |     
|                                                              |      |     
|                                                              |      |     
|Cash and cash equivalents at end of period                    |      |     
|                                                              |      |     
|                                                              |      |     
|Supplemental cash flow information:                           |      |     
|Interest paid                                                 |      |     
|Income tax paid                                               |      |     
|                                                              |      |     
|Supplemental non-cash disclosure:                             |      |     
|Transfers from loans to foreclosed assets                     |      |     

See Notes to
Consolidated Condensed Financial StatementsPage 4 of 23

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FIRST SECURITY BANCORP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)March 31, 2005

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NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The
accompanying unaudited consolidated condensed financial statements of First Security
Bancorp, Inc. (the First Security) and its wholly-owned subsidiary First
Security Bank of Lexington, Inc. (FS Bank) have been prepared in accordance
with accounting principles generally accepted in the United States of America for interim
financial information and with the instructions of Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. The
accompanying unaudited consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and notes thereto included in First
Securitys Form 10-KSB annual report for 2004 filed with the Securities and Exchange
Commission. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
consolidated condensed balance sheet of First Security as of December 31, 2004 has been
derived from the audited consolidated balance sheet of First Security. Where appropriate,
some items in the prior period financial statements have been reclassified to conform to
the current presentation. Unless otherwise indicated within the text, dollars are
presented in thousands except for per share data and all data is presented as of or for
the periods ended March 31, 2005 and 2004.

Accounting and Reporting Policies:
The accounting and reporting policies of First Security and FS Bank conform to accounting
principles generally accepted in the United States of America and to predominant practices
within the banking industry. The following summary of significant policies used in the
preparation of First Securitys financial statements should be read in light of a
more detailed discussion of all significant policies appearing in First Securitys
Form 10-KSB as of and for the period ended December 31, 2004.

Operating Segments: Internal
financial information is primarily recorded and aggregated in three lines of business:
retail banking, commercial banking and mortgage banking. While management monitors the
revenue streams of the various products and services, the identifiable segments are not
material and operations are managed and financial performance is evaluated on a
company-wide basis. Accordingly, all financial service operations are considered by
management to be aggregated within one reportable operating segment.

Operating Results: Operating results
for the three month period ended March 31, 2005 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2005.

Stock Compensation: Employee
compensation expense under stock options is reported using the intrinsic value method.
Stock-based compensation cost for options granted employees with an exercise price less
than the market price of the underlying common stock at the date of the grant if material,
is reflected in net income. No stock-based compensation cost for options granted employees
and directors with an exercise price equal to or greater than the market price of the
underlying common stock at the date of grant is reflected in net income.

The following table illustrates the
effect on net income and earnings per share if expense was measured for options granted
using the fair value recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation. Amounts are in thousands, except for per share data.

|                                                 |                            | 
|------------------------------------------------ | -------------------------- | 
|                                                 | Three Months EndedMarch 31
|                                                 | 2005                       | 
|Net income as reported                           |                            | 
|Add or deduct: Stock-based compensation          |                            | 
|expense determined under fair value based method |                            | 
|                                                 |                            | 
|Pro forma net income                             |                            | 
|                                                 |                            | 
|                                                 |                            | 
|Basic earnings per share as reported             |                            | 
|Pro forma basic earnings per share               |                            | 
|Diluted earnings per share as reported           |                            | 
|Pro forma diluted earnings per share             |                            | 

Page 5 of 23

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FIRST SECURITY BANCORP,
INC.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)March 31, 2005

---

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

The pro forma effects are computed
using option pricing models, using the following weighted-average assumptions as of grant
date for grants issued during the three month periods ended March 31, 2005 and 2004 are as
follows:

|                                |           |          
|------------------------------- | --------- | ---------
|                                | 2005      | 2004     
|                                |           |          
|Risk-free interest rate         | 4.25%     | 3.50%    
|Expected option life            | 5.0 years | 5.0 years
|Expected stock price volatility | 25%       | 33%      
|Dividend yield                  | -         | -        

NOTE 2  SECURITIES

The fair value of available-for-sale
securities and the related gross unrealized gains and losses recognized in accumulated
other comprehensive income were as follows as of the dates indicated:

|                                   |           |  |                     
|---------------------------------- | --------- |  | --------------------
|                                   | FairValue |  | GrossUnrealizedGains
|                                   |           |  |                     
|March 31, 2005                     |           |  |                     
|U.S. Government and federal agency |           |  | $                   
|State and municipal                |           |  |                     
|Mortgage-backed                    |           |  |                     
|                                   |           |  |                     
|Total                              |           |  | $                   
|                                   |           |  |                     
|December 31, 2004                  |           | 
|U.S. Government and federal agency |           |  | $                   
|State and municipal                |           |  |                     
|Mortgage-backed                    |           |  |                     
|                                   |           |  |                     
|Total                              |           |  | $                   
|                                   |           |  |                     
|March 31, 2004                     |           | 
|U.S. Government and federal agency |           |  | $                   
|State and municipal                |           |  |                     
|Mortgage-backed                    |           |  |                     
|                                   |           |  |                     
|Total                              |           |  | $                   
|                                   |           |  |                     

Page 6 of 23

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FIRST SECURITY BANCORP,
INC.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)March 31, 2005

---

NOTE 2  SECURITIES
(Continued)

Securities with unrealized losses at
March 31, 2005, aggregated by investment category and length of time that individual
securities have been in a continuous unrealized loss position, are as follows:

|                          |                   |                     |                  |        |           |  
|------------------------- | ----------------- | ------------------- | ---------------- | ------ | --------- | -
|                          | 12 Months or Less | More than 12 Months | Total           
|                          | FairValue         |                     | Unrealized(Loss) |        | FairValue |  
|Description of Securities |                   |                     |                  |        |           |  
|U.S. Government and       |                   |                    
|federal agency            |                   |                     | $                | 13,302 |           | $
|State and municipal       |                   |                     |                  | -      |           |  
|Mortgage-backed           |                   |                     |                  | 16,313 |           |  
|                          |                   |                     |                  |        |           |  
|Total temporarily         |                   |                    
|impaired with stated      |                   |                    
|maturities                |                   |                     | $                | 29,615 |           | $
|                          |                   |                     |                  |        |           |  

Unrealized losses on securities have
not been recognized into income because the securities are of high credit quality,
management has the intent and ability to hold for the foreseeable future and the decline
in fair value is largely due to changes in market conditions. The fair value is expected
to recover as the securities approach their maturity date and/or market conditions
improve.

Sales of available-for-sale
securities were as follows for the three month period ended March 31, 2005, the year ended
December 31, 2004 and the three month period ended March 31, 2004:

|             |           |  |             
|------------ | --------- |  | ------------
|             | March 31, |  | December 31,
|             | 2005      |  | 2004        
|             |           |  |             
|Proceeds     |           |  | $           
|Gross gains  |           |  |             
|Gross losses |           |  |             

The fair value of debt securities and
carrying amount, if different, at March 31, 2005 by contractual maturity were as follows.
Securities not due at a single maturity date, primarily mortgage-backed securities, are
shown separately.

|                                               |          
|---------------------------------------------- | ---------
|                                               | FairValue
|                                               |          
|Due in one year or less                        |          
|Due from one to five years                     |          
|Due from five to ten years                     |          
|Due after ten years                            |          
|                                               |          
|Total securities due at a single maturity date |          
|Mortgage-backed                                |          
|                                               |          
|Total                                          |          
|                                               |          

Securities pledged at March 31, 2005,
December 31, 2004 and March 31, 2004 had carrying amounts of $12.4 million, $13.1 million
and $12.1 million, respectively, and were pledged to secure public deposits and repurchase
agreements.

At March 31, 2005, December 31, 2004
and March 31, 2004, there were no holdings of securities of any one issuer, other than the
U.S. Government and its agencies, in an amount greater than 10% of shareholders
equity.

Page 7 of 23

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FIRST SECURITY BANCORP,
INC.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)March 31, 2005

---

NOTE 3  LOANS

Loans were as follows as of the dates
indicated:

|                               |           |  |             
|------------------------------ | --------- |  | ------------
|                               | March 31, |  | December 31,
|                               | 2005      |  | 2004        
|                               |           |  |             
|Commercial                     |           |  | $           
|Mortgage loans on real estate: |           | 
|Commercial                     |           |  |             
|Residential                    |           |  |             
|Construction                   |           |  |             
|Home equity                    |           |  |             
|Consumer                       |           |  |             
|Credit card                    |           |  |             
|                               |           |  |             
|Subtotal                       |           |  |             
|Less allowance for loan losses |           |  |             
|                               |           |  |             
|Loans, net                     |           |  | $           
|                               |           |  |             

Substantially all 1-4 single-family
first residential mortgage loans are pledged to the Federal Home Loan Bank as collateral
for advances.

Changes in the allowance for loan
losses were as follows for the three-month period ended March 31, 2005, the year ended
December 31, 2004 and the three-month period ended March 31, 2004:

|                          |           |  |             
|------------------------- | --------- |  | ------------
|                          | March 31, |  | December 31,
|                          | 2005      |  | 2004        
|                          |           |  |             
|Beginning balance         |           |  | $           
|Loans charged-off         |           |  |             
|Recoveries                |           |  |             
|Provision for loan losses |           |  |             
|                          |           |  |             
|Ending balance            |           |  | $           
|                          |           |  |             

NOTE 4  STOCK
OPTIONS

Stock Award PlanOptions to buy stock are granted to
directors, officers and employees under First Securitys Stock Award Plan
(Stock Plan), which provides for issue of up to 200,000 options. Pursuant to
the Stock Plan, options may be issued which are defined as incentive stock options or as
non-qualified stock options. Incentive stock options are intended to qualify under the
provisions of Internal Revenue Code Section 422 (IRC), which include, among
other things, that the option price be not less than the fair value of the shares as of
the date of grant. Non-qualified stock options are those that do not meet the requirements
of the provisions of the IRC, and, accordingly, may contain terms that are different than
those in place for incentive stock options. The Stock Plan is accounted for in accordance
with Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued
to Employees, and related interpretations.

During the first quarter of 2005,
First Security awarded 30,000 options to non-employee directors at an exercise price of
$16.40 which equaled the market price for the stock as of the date of the grant. During
the first quarter of 2004, First Security awarded 26,350 options to employees and 19,000
to non-employee directors at an exercise price of $17.15, which equaled the market price
for the stock as of the date of the grant.

Page 8 of 23

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FIRST SECURITY BANCORP,
INC.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)March 31, 2005

---

NOTE 4  STOCK OPTIONS
(Continued)

A summary of the activity in the
Stock Plan for the three month periods ended March 31, 2005 and March 31, 2004 is as
follows:

|                                       |        |                              |        |                             
|-------------------------------------- | ------ | ---------------------------- | ------ | ----------------------------
|                                       | 2005   |                              | 2004  
|                                       |        |                              |        |                             
|                                       | Shares | WeightedAverageExercisePrice | Shares | WeightedAverageExercisePrice
|                                       |        |                              |        |                             
|Outstanding at beginning of year       |        |                              |        | 119,650                     
|Granted                                |        |                              |        | 30,000                      
|Exercised                              |        |                              |        | (1,600                      
|Forfeited                              |        |                              |        | (600                        
|                                       |        |                              |        |                             
|Outstanding at end of period           |        |                              |        | 147,450                     
|                                       |        |                              |        |                             
|Options exercisable at end of period   |        |                              |        | 126,900                     
|                                       |        |                              |        |                             
|Weighted average fair value of options |        |                             
|granted during year                    |        |                              | $      | 5.06                        
|                                       |        |                              |        |                             

At March 31, 2005, a summary of the
options outstanding pursuant to the Stock Plan is as follows:

| |                           |  |             |                             
| | ------------------------- |  | ----------- | ----------------------------
| | Outstanding               |  | Exercisable |                             
| |                           |  |             |                             
| | Range ofExercisePrices    |  | Number      | WeightedAverageExercisePrice
| |                           |  |             |                             
| | $13.75-$15.50             |  |             | 16,250                      
| | $16.00-$22.00             |  |             | 131,200                     
| |                           |  |             |                             
| | Outstanding at period-end |  |             | 147,450                     
| |                           |  |             |                             

Other Stock Options
In addition to the above, on December 1, 2003 First Security issued 20,000 options to
its Chief Executive Officer with an exercise price of $14.00, which was below the market
price of the shares at the date of the grant. These options are non-qualified. The difference
between the exercise price and the market price will be recognized as compensation expense
over the vesting period in accordance with Accounting Principles Board Opinion (APB) No. 25,
Accounting for Stock Issued to Employees. At March 31, 2005, 4,000 of these options were
exercisable.

Page 9 of 23

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FIRST SECURITY BANCORP,
INC.NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)March 31, 2005

---

NOTE 5  EARNINGS
PER SHARE

The factors used in the earnings per
share computation for the three month periods ended March 31, 2005 and 2004 were as
follows:

|                                                    |                             | 
|--------------------------------------------------- | --------------------------- | 
|                                                    | Three Months EndedMarch 31, | 
|                                                    | 2005                        | 
|Basic                                               |                             | 
|Net Income                                          |                             | 
|                                                    |                             | 
|Weighted average common shares outstanding          |                             | 
|                                                    |                             | 
|Basic earnings per common share                     |                             | 
|                                                    |                             | 
|Diluted                                             |                             | 
|Net Income                                          |                             | 
|                                                    |                             | 
|Weighted average common shares outstanding          |                             | 
|Add: Dilutive effects of assumed exercises of       |                             | 
|stock warrants and options                          |                             | 
|                                                    |                             | 
|Average shares and dilutive potential common        |                             | 
|shares                                              |                             | 
|                                                    |                             | 
|Diluted earnings per common share                   |                             | 
|                                                    |                             | 
|Stock options outstanding for shares of common      |                             | 
|stock that were not considered in computing diluted |                             | 
|earnings per common share because they were         |                             | 
|anti-dilutive as follows (shares in thousands):     |                             | 
|                                                    |                             | 

Page 10 of 23

---

PART I  FINANCAL
INFORMATION

Item 2. - MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our
financial condition at March 31, 2005 and 2004, and our results of operations for the
three month periods ended March 31, 2005 and 2004. The purpose of this discussion is to
focus on information about our financial condition and results of operations which is not
otherwise apparent from the unaudited Consolidated Condensed Financial Statements. You
should read the following discussion and analysis along with our unaudited Consolidated
Condensed Financial Statements and the related notes included elsewhere herein, and with
the Form 10-KSB filed by First Security relating to financial information as of and for
the period ended December 31, 2004.

Forward-Looking Statements

First Security Bancorp, Inc. (the
First Security) may from time to time make written or oral statements,
including statements contained in this report, which may constitute forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the
Exchange Act). The words expect, anticipate,
intend, may, consider, plan,
believe, seek, should, estimate, and
similar expressions are intended to identify such forward-looking statements, but other
statements may constitute forward-looking statements. These statements are subject to
various risks and uncertainties. Such forward-looking statements are made based upon
managements belief as well as assumptions made by, and information currently
available to, management pursuant to safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. First Securitys actual results may differ
materially from the results anticipated in forward-looking statements due to a variety of
factors. Such factors are described below and include, without limitation,
(i) unanticipated deterioration in the financial condition of borrowers resulting in
significant increases in loan losses and provisions for those losses, (ii) increased
competition with other financial institutions, (iii) lack of sustained growth in the
economy in the Lexington, Kentucky area, (iv) rapid fluctuations or unanticipated
changes in interest rates, (v) the inability of our bank subsidiary, First Security
Bank of Lexington, Inc. (FS Bank) to satisfy regulatory requirements for its
expansion plans, and (vi) changes in the legislative and regulatory environment. Many
of such factors are beyond First Securitys ability to control or predict, and
readers are cautioned not to put undue reliance on such forward-looking statements. First
Security does not intend to update or reissue any forward-looking statements contained in
this report as a result of new information or other circumstances that may become known to
First Security.

General

First Security is a one-bank holding
company that conducts business through its wholly-owned subsidiary, FS Bank. First
Security was incorporated on February 11, 2000 and became the holding company of FS Bank
through an exchange of shares with FS Bank shareholders. FS Bank is a state chartered
commercial bank organized under the laws of the Commonwealth of Kentucky. FS Bank
commenced operations on November 17, 1997. FS Bank operates as a community bank
emphasizing personalized banking relationships with individuals and businesses located
within the Lexington, Kentucky metropolitan statistical area (MSA). The
Lexington Kentucky MSA is highly competitive with approximately 37 banks and thrift
institutions with offices located within this MSA. The majority of deposits in the MSA are
held by larger regional banking organizations with headquarters outside of the Lexington
market area and the state of Kentucky.

FS Bank offers a variety of products
and services through four full-service offices located in Lexington. The products and
services offered to its customers include checking, savings and time deposits, loans to
individuals and businesses and safe deposit box rentals. Operating revenues are derived
principally from interest and fees on loans and interest from investment securities that
are all held as available for sale.

Prior to September 10, 2004, FS Bank
conducted mortgage banking operations under the name First Security Mortgage Company, at
two leased residential mortgage origination offices, one located at 190 W. Lowry Lane, in
Lexington, and a second located in Danville, Kentucky, approximately 45 miles southwest of
Lexington. On September 10, 2004, we sold certain assets used in these mortgage banking
operations (and transferred the two residential mortgage origination offices) to First
Mortgage Company, LLC, a limited liability company formed by

Page 11 of 23

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Brady Ratliff and Allen Haggard, both
of whom were employed by FS Bank in its mortgage loan division. We had acquired the
mortgage banking operations that were sold in the transaction in June 2002 from First
Mortgage Company, Inc., of which Mr. Ratliff was a principal. Following the sale of this
division, First Security continues to offer residential mortgages to its customers through
its offices and through referrals to various mortgage companies, including First Mortgage
Company, LLC.

Results of Operations

For first quarter of 2005, First
Security reported net income of $395,000 as compared to net income of $201,000 for the
first quarter of 2004. Net income for the quarter was the second highest in the history of the Company.
This improvement in performance is the result of strategic decisions made in 2003 and 2004 to better
position the Companys assets and liabilities in an increasing interest rate environment.

In addition to the improvement in
earnings, during the first quarter of 2005, we entered into an agreement with an unrelated
party to sell without recourse certain non-performing loans. These loans have been in a
nonaccrual status for the past two years. The agreement provided for a fixed sales price
of $1,650,000. At March 31, 2005, these loans had a principal balance of $1,787,200. The
sales agreement was closed on April 14, 2005, at which time we charged the difference
between the loan balances and the sales price of $137,200 to our allowance for loan
losses. These loans had a specific allocation of $400,000 in our allowance for loan
losses, resulting in a net carrying value of $1,387,200. The remaining unused balance of
the specific allocation in the amount of $262,800 has been reclassified as a portion of
our general or unallocated reserves for loan losses.

The primary reason for the increase
in net income for the first quarter of 2005 versus 2004 was the increase in the yield on
the Banks loan and investment portfolios, brought about in large measure by the
increases in the prime lending rate resulting from actions taken by the Federal Reserve
Bank beginning in June, 2004 and continuing through the present.

The following is a more detailed
discussion of results of our operations for the three month periods ended March 31, 2005
and 2004.

Net Interest Income. Net interest
income represents the amount by which interest earned on various earning assets exceeds
interest paid on deposits and other interest bearing liabilities and is the most
significant component of our earnings. A summary of the relevant information concerning
net interest income, spreads and margins is as follows (amounts in thousands):

| |                             | 
| | --------------------------- | 
| | Three Months EndedMarch 31, | 
| | 2005                        | 
| | Net interest income         | 
| |                             | 
| | Average balances            | 
| | Earning assets              | 
| | Funding sources (1)         | 
| |                             | 
| | Average yields or costs     | 
| | Loans                       | 
| | Earning assets              | 
| | Deposits (2)                | 
| | Funding sources             | 
| |                             | 
| | Spread (3, 4)               | 
| | Margin (3, 5)               | 

|1. |  | Funding sources, as used in the above table, is composed of interest bearing
               liabilities in the form of deposits, repurchase agreements, advances from the
               Federal Home Loan Bank and notes payable.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | Deposits, as used in the above table, are composed solely of interest bearing
               deposits.                                                                                                                            
|3. |  | The above calculations include the effects of tax-equivalent
               adjustments.                                                                                                                                          
|4. |  | Spread, as used in the above table, is the net interest spread, which is the
               difference between the average yield on earning assets and the average cost of
               interest bearing funding sources        
|5. |  | Margin, as used in the above table, is the net interest margin, which is a
               calculation of the ratio of net interest income to average earning assets.                                                              

Page 12 of 23

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A reconciliation of tax-equivalent
net interest income to net interest income as reported in the financial statements is as
follows (amounts in thousands):

| |                                                             | 
| | ----------------------------------------------------------- | 
| | Three Months EndedMarch 31,                                 | 
| | 2005                                                        | 
| | Net interest income (tax-equivalent)                        | 
| | Tax-equivalent adjustment (1)                               | 
| |                                                             | 
| | Net interest income as reported in the financial statements | 
| |                                                             | 

|1. |  | We computed income based on the carrying value of tax exempt instruments on a fully tax
               equivalent basis.
|-- |  | ------------------------------------------------------------------------------------------------------------------------

The improvement in net interest
income for the quarter ended March 31, 2005 as compared to the quarter ended March 31,
2004 was the result of our loan portfolio management strategy which was adopted in 2003.
That strategy recognized the strong likelihood that the interest rate environment would
increase from the historic lows in place throughout 2002 and 2003. In accordance with the
strategy, we sought to increase the proportion of immediately repriceable loans tied to
variable rate indices such as prime, and to reduce the repricing timeframes for all loans.
That strategy has been followed throughout 2004 and 2005 to date. The following table
presents the information concerning the implementation of this strategy:

|                                       |                |  |                   |         |                   | 
|-------------------------------------- | -------------- |  | ----------------- | ------- | ----------------- | 
|                                       | March 31, 2005 |  | December 31, 2004 |         | December 31, 2003 | 
|                                       | Amount         |  | Percent           |         | Amount            | 
|Daily floating rate                    |                |  | $                 | 93,251  |                   | 
|Reprice within one year                |                |  |                   | 18,723  |                   | 
|Reprice in one year through five years |                |  |                   | 36,824  |                   | 
|Reprice after five years               |                |  |                   | 3,235   |                   | 
|                                       |                |  |                   |         |                   | 
|Totals                                 |                |  | $                 | 152,033 |                   | 
|                                       |                |  |                   |         |                   | 

As reflected in the above table,
during 2005, following five increases of 25 basis points each between June and December,
2004 and two additional increases of 25 basis points in the first quarter of 2005, we
began to once again make a limited amount of shorter term fixed rate loans.

The Banks prime rate was
increased twice during the quarter, on February 2 and on March 22, and we expect short
term rates to continue to increase over the coming two quarters before the increases
abate. These increases contributed to the increase in yield and are expected to have a
beneficial impact on the yield of the loan portfolio, as approximately 61% of the
Banks loans are based on prime and are adjustable within a thirty day period.

At March 31, 2005, the Banks
loan portfolio contained approximately $19 million of variable rate loans whose terms
include various interest rate floors and ceilings. In establishing the interest rate
ceilings, we incorporated our estimate of the increases in lending rates over the expected
lives of these loans. To the extent that interest rates increase faster than our
expectations at the time these loans were made, the increases in the yield on our loan
portfolio may not keep pace with increases in general lending rates.

During the quarter ended March 31,
2005, our cost of interest bearing deposits increased from 2.41% for the fourth quarter of
2004 to 2.50% and the cost of all funding increased from 2.53% to 2.62%. This compares to
a cost of interest bearing deposits of 2.51% for the first quarter of 2004, and a cost of
all funding of 2.57%. These increases, both during the quarter and on a comparison basis
of 2005 versus 2004 reflect the increase in general interest rates.

Provision
for Loan Losses. The provision for loan losses represents a charge to earnings necessary
to establish an allowance for loan losses (ALL) that, in our managements
evaluation, should be adequate to provide coverage for probable and incurred loss on
outstanding loans. We recorded no provision for loan losses during the first quarter of
2005, as compared to $25,000 for the first quarter of 2004.

Based upon the evaluation of the loan
portfolio by our management, we believe the allowance for loan losses to be adequate to
absorb our estimate of probable and incurred losses existing in the loan portfolio at the
balance sheet date. While the timing of the actual charge-off of loans for which reserves
have been established is uncertain, management believes that all inherent loan losses have
been adequately provided for in the ALL. These are forward-looking statements, and actual
results could differ because of several factors, including those identified in this
discussion and in the discussion of Cautionary Statements Regarding Forward-Looking
Information.

Page 13 of 23

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Noninterest Income. FS Banks
noninterest income is composed of several components, some of which vary significantly
between quarterly periods. The primary components of noninterest income are as follows:

| | o |  | Service charges on deposit accounts are composed of various fees assessed on
customers account activity including overdraft fees and generally reflect FS
Banks growth in its deposits and customers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | Net gains on the sale of loans includes income from origination fees and points on
residential loans made with the expectation that they will be later sold into the
secondary market, and from service release fees received on these loans from the
purchasers. All loans are sold whereby servicing rights transfer to the buyer. Generally,
mortgage origination fees increase in lower interest rate environments and decrease in
rising interest rate environments. As a result, mortgage origination fees may fluctuate
greatly in response to a changing rate environment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | Net gains on the sale of securities is the sum of gains and losses from the sale, prior to
maturity, of securities held in our portfolio, and since the gains are directly related to
the interest rate environment, are subject to wide fluctuations caused by changes in the
interest rate environment.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Noninterest income for the three
month periods ended March 31, 2005 and 2004 is summarized as follows (dollars in
thousands):

|                                    |                             |  |           
|----------------------------------- | --------------------------- |  | ----------
|                                    | Three monthsended March 31, |  | Net Change
|                                    | 2005                        |  | 2004      
|Noninterest income:                 |                             |  |           
|Service charges on deposit accounts |                             |  | $         
|Net gains on the sale of loans      |                             |  |           
|Net gains on the sale of securities |                             |  |           
|Other noninterest income            |                             |  |           
|                                    |                             |  |           
|Total                               |                             |  | $         
|                                    |                             |  |           

During the quarter ended March 31,
2005, we sold no investment securities, and accordingly, recorded no gains from these
sales. This compares to gross sales proceeds of $5.5 million and gains of $243,000 during
the first quarter of 2004.

In September, 2004, we sold certain
assets used in the mortgage loan origination and sales activity. Although we continued to
provide these services to our customers in the fourth quarter of 2004 and the first
quarter of 2005, we did so largely on a referral basis, as opposed to conducting this
activity strictly in house. For this reason, we had no gains on sales of these loans in
the first quarter of 2005. During the first quarter of 2005, we re-initiated an in house
mortgage loan origination and sales program, which is centered on providing these products
and services in our retail banking offices. These efforts are only recently started.

Noninterest Expense. Noninterest
expense consists of salaries and employee benefits, equipment and occupancy expenses, and
other operating expenses.

The following is the makeup of our
noninterest expense for the three month periods ended March 31, 2005 and 2004 (dollars in
thousands):

|                               |                             |  |           
|------------------------------ | --------------------------- |  | ----------
|                               | Three monthsended March 31, |  | Net Change
|                               | 2005                        |  | 2004      
|Noninterest expense:           |                             |  |           
|Salaries and employee benefits |                             |  | $         
|Occupancy and equipment        |                             |  |           
|Data processing                |                             |  |           
|Legal and professional fees    |                             |  |           
|Advertising                    |                             |  |           
|Bankshares tax                 |                             |  |           
|Other noninterest expense      |                             |  |           
|                               |                             |  |           
|Total                          |                             |  | $         
|                               |                             |  |           

Page 14 of 23

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Total noninterest expenses declined
by $327,000 for the first quarter of 2005, as compared to the first quarter of 2004. Of this
decline, approximately $156,000 relates to the elimination of staffing positions, occupancy
and other operating expenses brought about by the sale of assets to and assumption of
employees by First Mortgage Company, LLC, as discussed above (sale of mortgage
assets). The specific changes during the above periods are due primarily to the
following factors:

| | o |  | Of the $185,000 decline in salaries and benefits expense, approximately $107,000 is related to the
sale of mortgage assets, with the balance of the decline reflecting one vacant lending
officer position and the efforts to control the level of staffing through a more extensive
use of part time employees.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | Of the $45,000 decline in occupancy and equipment expense, approximately $22,000 is related to the
sale of mortgage assets, with $15,000 reflecting lowered equipment maintenance expenses.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | Data processing expenses increased by $26,000 between the periods, reflecting increased costs
for third party processing of debit and credit card transactions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | The decline in legal and professional fees is primarily attributable to lower legal fees
incurred in problem loan administration.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------

| | o |  | The increase of $9,000 in Bankshares tax is related to the increased taxable capital
employed in the Bank.
| | - |  | ----------------------------------------------------------------------------------------------------------

| | o |  | Of the $61,000 decline in other noninterest expense, approximately $28,000 is related to the sale
of mortgage assets, with the balance attributable to a number of smaller expense
categories.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Income Taxes. The effective income
tax expense rate for the first quarter of 2005 was 32.3%, as compared to 30.5% for the
first quarter of 2004. This small increase in the effective tax rate is attributable to a
lowered investment level in tax exempt securities.

Financial Condition

During 2004 and into the first
quarter of 2005, the Company has sought to more effectively manage the deployment of its
assets and funding so as to maximize profitability. During 2004 and into the first quarter
of 2005, the total assets of the Company declined from the level that existed at year end
2003. This decline is primarily attributable to a strategic decision to use excess federal
funds sold to reduce the balances of certificates of deposit, which bear interest at rates
that are higher than the interest rates earned on federal funds sold. The use of these
excess funds has resulted in an improvement in spreads and margins.

During the first quarter of 2005,
gross loans declined by $0.5 million, from $152.6 million at December 31, 2004 to $152.0 million at
March 31, 2005. During the first quarter of 2004, gross loans increased by $0.1 million,
from $161.1 million at December 31, 2003 to $161.2 million at March 31, 2004. Gross loans declined by
$9.2 million between March 31, 2004 and March 31, 2005. This decline reflects a small
number of larger loan customers whose loans were either not renewed or who chose to move
their credits to another financial institution.

A comparative summary of the
components of average earnings assets before the deduction for the allowance for loan
losses and average assets (net of the allowance for loan losses) is presented as follows
(amounts in thousands):

|                                      |                |  |                  
|------------------------------------- | -------------- |  | -----------------
|                                      | Quarter Ended  |  | Year Ended       
|                                      | March 31, 2005 |  | December 31, 2004
|Average interest earning assets       |                |  |                  
|Loans (gross)                         |                |  | $                
|Investment securities (1)             |                |  |                  
|Federal funds sold                    |                |  |                  
|                                      |                |  |                  
|Total                                 |                |  | $                
|                                      |                |  |                  
|Total average assets                  |                |  | $                
|                                      |                |  |                  
|Percentage of earning assets to total |                | 
|assets                                |                |  |                  

1.  Includes available-for-sale
securities and other securities.

Page 15 of 23

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Investment Securities.  FS Bank's investment portfolio is classified as  available-for-sale,  meaning that any or all of the securities
may be sold to meet the business  objectives of FS Bank. The portfolio  consists  primarily of mortgage backed bonds,  which constitute
63.0% of the  portfolio  at March 31,  2005,  as compared to 57.5% at December  31, 2004 and 72.0% at March 31,  2004.  In managing the
portfolio,  FS Bank seeks to maintain investment grade securities,  at a reasonable yield, and with an overall duration (average length
of an investment)  of no more than four years.  At March 31, 2005, the duration of the entire  portfolio was  approximately  3.5 years.
By maintaining a relatively  short  duration,  FS Bank is better able to minimize loss of value in a rising  interest rate  environment
and is better able to reinvest principal repayments into higher yields.

Loans:  Loans,  net of the  allowance  for loan losses,  declined by $0.5 million  during the first quarter of 2005, as compared to no
change  during the first quarter of 2004.  Loans,  net of the  allowance  for loan losses,  declined by $5.4 million  between March 31,
2004 and March 31, 2005.  The primary  reasons for these  declines  have been  increasing  competitive  pressures in the local  market,
coupled with vacant  lending  officer  positions  that have now been filled.  The  composition  of the  portfolio  remains  weighted in
commercial and commercial  real estate loans,  which accounted for  approximately  65.2% of the total gross balances at March 31, 2005,
as compared to 64.4% at December 31, 2004 and 69.0% at March 31, 2004.

The specific economic and credit risks associated with our loan portfolio,  include,  but are not limited to, a general downturn in the
economy which could affect employment rates in our market area, general real estate market  deterioration,  interest rate fluctuations,
deteriorated or non-existent collateral, title defects, inaccurate appraisals, financial deterioration of borrowers and fraud.

We attempt  to reduce  these  economic  and credit  risks by  adherence  to  loan-to-value  guidelines  for  collateralized  loans,  by
investigating  the  creditworthiness  of the borrower and by  monitoring  the  borrower's  financial  position.  Also, we establish and
periodically  review our lending policies and procedures.  Banking  regulations  limit our exposure by prohibiting  loan  relationships
that  exceed  20% of FS Bank's  statutory  capital  in the case of loans that are not fully  secured  by  readily  marketable  or other
permissible types of collateral, and further limit the amount of loans that can be made to related parties.

We  periodically  analyze our loan position with respect to our borrowers'  industries to determine if a  concentration  of credit risk
exists to any one or more  industries.  We have a significant  credit  exposure of loans  outstanding  plus unfunded lines of credit to
borrowers in the residential  construction  industry and to owners of  nonresidential  buildings at March 31, 2005. This exposure level
is taken into  consideration  by management  in its  determination  of the adequacy of the  allowance for loan losses.  Based upon that
determination,  we believe that we did not have any excessive exposure to any single industry which would warrant additional  allowance
allocations.

FS Bank  discontinues the accrual of interest income when (1) there is a significant  deterioration  in the financial  condition of the
borrower and full  repayment of principal and interest is not expected or (2) the  principal or interest is more than 90 days past due,
unless the loan is both well-secured and in the process of collection.

Non-Performing  Assets.  Non-performing  assets are made up of loans that have been placed in a non-accrual status, loans that are past
due 90 days or greater,  loans that have been classified as restructured  and  repossessed  assets.  The following table sets forth the
non-performing assets at the dates indicated (amounts in thousands):

|                                  |                |  |                  
|--------------------------------- | -------------- |  | -----------------
|                                  | March 31, 2005 |  | December 31, 2004
|                                  |                |  |                  
|Non-accrual loans (1)             |                |  | $                
|Loans past due 90 days or greater |                |  |                  
|Repossessed assets                |                |  |                  
|                                  |                |  |                  
|Total                             |                |  | $                
|                                  |                |  |                  

|1. |  | Included in non-accrual loans at March 31, 2005 are loans to a troubled
               franchise operator in the aggregate amount of $1.8 million that were previously
               reported as restructured. During the first quarter of 2005, we entered into an
               agreement for the sale of these loans without recourse to an investor and closed
               this sale on April 14, 2005, thus reducing the level of non-performing
               loans by $1.8 million.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 16 of 23

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Allowance for Loan Losses (ALL). We
maintain the ALL at a level that our management deems appropriate to adequately cover the
probable and incurred loss in the loan portfolio. The following table sets forth the
balances in our allowance for loan losses and the percentage for total loans and
non-performing loans at the dates indicated (amounts in thousands):

|                                        |                |  |                  
|--------------------------------------- | -------------- |  | -----------------
|                                        | March 31, 2005 |  | December 31, 2004
|                                        |                |  |                  
|Allowance for loan losses               |                |  | $                
|                                        |                |  |                  
|Total loans                             |                |  | $                
|Percentage of allowance for loan losses |                | 
|to total loans                          |                |  |                  
|                                        |                |  |                  
|Non-performing assets                   |                |  | $                
|                                        |                |  |                  
|Ratio of non-performing assets to       |                | 
|allowance for loan losses at the end    |                | 
|of the period                           |                |  |                  

As noted  above,
during the first quarter  of 2005,  we entered  into an  agreement  for the sale,  without
recourse, of $1,787 of non-performing  loans and  closed  this  sale April  14,  2005, thus
reducing the level of non-performing  assets  by $1,787 at that  date.  Had this sale been
closed  prior to March  31,  2005,  the ratio of non-performing assets to allowance for loan
losses at March 31, 2005 would have been 84.2%.

As of the above  dates,  our  management  deemed the  balances in the  allowance  for loan losses to be  adequate.  The  judgments  and
estimates associated with our ALL determination are described under "Critical Accounting Estimates" below.

Deposits and Other  Borrowings.  We had  approximately  $175.7 million  of deposits at March 31, 2005, as compared to $178.9 million at
December 31, 2004 and $181.3  million at March 31, 2004.  Our deposits  consist of noninterest  and interest  bearing demand  accounts,
savings, money market and time deposits.

The following table sets forth the components of our deposits as of the dates indicated (amounts in thousands):

|                                 |                |  |                  
|-------------------------------- | -------------- |  | -----------------
|                                 | March 31, 2005 |  | December 31, 2004
|                                 |                |  |                  
|Interest bearing demand          |                |  | $                
|Savings, money market and NOW    |                |  |                  
|Time deposits less than $100,000 |                |  |                  
|Time deposits $100,000 and over  |                |  |                  
|                                 |                |  |                  
|Total interest bearing deposits  |                |  |                  
|Noninterest bearing              |                |  |                  
|                                 |                |  |                  
|Total deposits                   |                |  | $                
|                                 |                |  |                  

Total deposits declined by $3.2
million and $9.4 million, respectively, during the quarters ended March 31, 2005 and March
31, 2004, respectively. The decline in the first quarter of 2005 is primarily attributable
to NOW accounts. The decline during the quarter ended March 31, 2004 is primarily
attributable to time deposits less than $100,000.

Total deposits reflected a net
decline of $5.6 million between March 31, 2004 and March 31, 2005. NOW accounts increased
by $9.1 million, and time deposits declined by $12.5 million, reflecting our funding
strategy of reducing time deposits and increasing lower cost NOW accounts.

In addition to our deposits, we have
repurchase agreements which are essentially deposit equivalents collateralized by
securities. These agreements amounted to $3.5 million at March 31, 2005, $5.9 million at
December 31, 2004 and $7.6 million at March 31, 2004. Additionally, at March 31,
2005, we had balances of $7.7 million in advances from the Federal Home Loan Bank of
Cincinnati compared to $8.2 million at December 31, 2004 and $12.0 million at
March 31, 2004.

Page 17 of 23

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Note Payable. On December 30, 2003,
the Company entered into a credit agreement with another financial institution that
provides for a reducing revolving line of credit in the maximum amount of $6 million, of
which $5 million was drawn at inception and contributed to FS Bank to increase its capital
base. The related note is secured by 100% of the common shares of FS Bank and has a
maturity of December 31, 2006. The maximum amount available under the credit agreement
reduces to $5 million on December 31, 2004 and $4 million on December 31, 2005. The
Company repaid $2 million of the note in December 2004.

The credit agreement contains a
number of covenants relating to the operation of the Bank including the maintenance of a
minimum equity capital ratio, a maximum ratio of nonperforming assets to total loans, a
minimum return on average assets and the maintenance of a minimum dividend payment
capacity by the Bank. Covenants applicable to the Company include a prohibition of the
payment of dividends on its common stock. At March 31, 2005, all covenants of the credit
agreement were either met or waived by the lender.

Liquidity.
          Liquidity management is the process by which management attempts to ensure that
          adequate liquid funds are available to meet financial commitments on a timely
          basis. These commitments include withdrawals by depositors, funding credit
          obligations to borrowers, servicing long-term obligations, paying operating
          expenses, funding capital expenditures and maintaining reserve requirements.
          Liquidity is monitored closely by the Asset/Liability Management Committee of FS
          Bank, which monitors interest rates and liquidity risk while implementing our
          funding and balance sheet strategies.

FS Bank has established a limited
number of alternative or secondary sources to provide additional liquidity and funding
sources when needed to support lending activity or other liquidity needs. These
alternative funding sources currently include unsecured federal funds lines of credit from
five correspondent banks aggregating approximately $14 million and a secured line of
credit with the Federal Home Loan Bank of Cincinnati, which allows FS Bank to borrow based
on the level of qualifying residential loans which serve as collateral for this type of
borrowing. Using these two sources, at March 31, 2005, FS Bank could borrow approximately
$16 million based on available lines.

The need for future borrowing
arrangements above current levels will be evaluated by management with consideration given
to the growth prospects of the loan portfolio, liquidity needs, costs of deposits, market
conditions and other factors. Short-term liquidity needs for periods of up to one year may
be met through federal funds lines of credit, borrowings and short-term Federal Home Loan
Bank advances. The Federal Home Loan Bank additionally offers advance programs of varying
maturities for terms beyond one year.

Capital Resources. At March 31, 2005,
our stockholders equity amounted to $20.7 million, as compared to $20.6 million
at December 31, 2004 and $20.4 million at March 31, 2004. The change in stockholders
equity for the first quarter of 2004 was $287,000, consisting of $201,000 in net income
and $86,000 of other comprehensive income attributable to the increase in fair value of
our available-for-sale securities portfolio. The change in stockholders equity for
the first quarter of 2005 was $96,000, consisting of $24,000 received from the exercise of
stock options, $395,000 in net income and reduced by $299,000 of other comprehensive
income attributable to a decrease in fair value of our available-for-sale securities
portfolio.

Critical Accounting
Estimates

The accounting principles we follow
and our methods of applying these principles conform with accounting principles generally
accepted in the United States and with general practices within the banking industry. In
connection with the application of those principles, we have made judgments and estimates
which, in the case of the determination of our allowance for loan losses (ALL), have been
critical to the determination of our financial position and results of operations.

Allowance for Loan Losses (ALL). To
evaluate the loan portfolio, management has established loan grading procedures. These
procedures establish a grade for each loan upon origination which is periodically
reassessed throughout the term of the loan. Grading categories include highest quality,
above average, average, low average, watch, substandard, doubtful, and loss. Loans graded
watch or worse also include loans severely past-due and those not accruing interest.
Specific reserve allocations are calculated for specific individual loans having been
graded watch, substandard, doubtful, and loss based on the specific estimated
collectability (and by reference, estimated inherent risk of loss) of each loan. The
aggregate of the estimated probable and incurred loss then becomes a portion of the
allowance for loan losses to be specifically allocated to that loan. These calculations
are referred to as specific allocations.

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For loans not individually graded
watch, substandard, doubtful or loss, an estimated loss factor is calculated and applied
to each category, after reducing the category amounts for cash equivalent collateral held
by FS Bank (such as certificates of deposit issued by FS Bank and held as collateral) and
guaranties from the federal government (such as SBA guaranties). A general allowance
allocation is computed using totals of each loan grading category (as adjusted) multiplied
by an estimated loss factor applied to each grading category. The sum of the calculation
for each grading category represents the general allowance. These loss factors are
typically developed over time using actual loss experience adjusted for the various
factors discussed above.

The sum of the specific allocations
and the general allocation represents managements best estimate of the probable
incurred losses contained in the loan portfolio at the measurement date. Even though the
ALL is composed of two components, the entire ALL is available to absorb any credit
losses.

In assessing the adequacy of the ALL,
we also rely on an ongoing independent loan review process. We undertake this process both
to ascertain whether there are loans in the portfolio whose credit quality has weakened
over time and to assist in our overall evaluation of the risk characteristics of the
entire loan portfolio. Our loan review process includes the judgment of management, the
input from our independent loan reviewer, who is not an employee of FS Bank, and reviews
that may have been conducted by bank regulatory agencies as part of their usual
examination process.

Management believes the allowance for
loan losses at March 31, 2005 was adequate. Although we believe we use the best
information available to make allowance provisions, future adjustments which could be
material may be necessary if the assumptions used to determine the allowance differ from
future loan portfolio performance.

Impact of Inflation

The unaudited Consolidated Financial
Statements and related consolidated financial data presented herein have been prepared in
accordance with generally accepted accounting principles and practices within the banking
industry which require the measurement of financial position and operating results in
terms of historical dollars without considering the changes in the relative purchasing
power of money over time due to inflation. Unlike most industrial companies, virtually all
the assets and liabilities of a financial institution are monetary in nature. As a result,
interest rates have a more significant impact on a financial institutions
performance than the effects of general levels of inflation.

Recent Accounting
Pronouncements

Since December 31, 2004, there have
been no new accounting pronouncements that would have a material effect on the financial
statements or practices of FS Bank.

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PART I.  FINANCIAL
INFORMATION

Item 3.  CONTROLS
AND PROCEDURES

Evaluation of Disclosure
Controls and Procedures

First Security maintains disclosure
controls and procedures, as defined in Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934 (the Exchange Act), that are designed to
ensure that information required to be disclosed by it in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the SECs rules and forms and that such information is
accumulated and communicated to First Securitys management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. First Securitys management evaluated with the
participation of its Chief Executive Officer and Chief Financial Officer, the
effectiveness of First Securitys disclosure controls and procedures as of the end of
the fiscal quarter covered by this report. Based on the evaluation of these disclosure
controls and procedures, the Chief Executive Officer and Chief Financial Officer
concluded that First Security Bancorps disclosure controls and procedures were
effective as of March 31, 2005.

Changes in Internal
Controls

There was no change in First
Securitys internal control over financial reporting identified during that
evaluation that occurred during First Securitys fiscal quarter ended March 31, 2005
that has materially affected, or is reasonably likely to materially affect, First
Securitys internal control over financial reporting.

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PART II  Other
Information

Item 6. Exhibits

(a)     Exhibits

The exhibits listed on the Exhibit
Index of this Form 10-QSB are filed or furnished as a part of this report.

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SIGNATURES

In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                    |                                                            | 
|------------------- | ---------------------------------------------------------- | 
|                    | First Security Bancorp, Inc.                               | 
|                    |                                                            | 
|Date:  May 11, 2005 | /s/ R. Douglas Hutcherson                                  | 
|                    | R. Douglas HutchersonPresident and Chief Executive Officer | 
|                    |                                                            | 
|Date:  May 11, 2005 | /s/ Kristie L. Eubank                                      | 
|                    | Kristie L. EubankChief Financial Officer                   | 
|                    |                                                            | 

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EXHIBITS

Exhibit 10.1    Form of stock
option agreement for the grant of options to non-employee directors and advisory directors under the First
Security Bancorp, Inc. Stock Award Plan (Amended and Restated as of March 18, 2003)

Exhibit 10.2    Form of stock
option agreement for the grant of options to employees under the First Security Bancorp, Inc. Stock
Award Plan (Amended and Restated as of March 18, 2003)

Exhibit 11.     Statement regarding
computation of Per Share Earnings in the Notes to Consolidated Financial Statements in
Part 1 of this Report for such computation (see Note 5 Earnings Per Share).

Exhibit 31.     Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1.     Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2     Certification of
Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

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